Never Underestimate the Power of a Dress
by nrfan
Summary: C.C.'s new dress leads to some interesting developments between her and Niles. And her and Maxwell.


Hello hello people! i have had this idea for a while and i have this insane paranoia that if i don't post my fics someone will inevitably come up with the same idea and post before me and my life will be ruined! ya pretty sad i know. so that's why i decided to just take 5 hours and get this posted instead of waiting any longer. this is kind of different. kind of strange. kind of dramatic. and i don't even like drama. but i had a lot of fun writing this so hopefully i'll get some reviews. nobody reviews stuff anymore! anyways. . . there are a few lines from the episode when cc goes with niles to his friend's wedding, just because i love that episode, and some other fun stuff included. hope you guys enjoy this and i hope i dont get any flames over my somewhat controversial max/cc ideas. sorry! oh and fyi i will finish my other fic in progress when i get the chance. that needs like 30 hours of work, not an easy 5 like this was lol. please review!

Disclaimer: I do not own the Nanny or its characters.

Never Underestimate the Power of a Dress

Scanning her closet one last time in a last-ditch effort to find something presentable for work, C.C. sighed in frustration and glanced at her watch, eyes bulging at the short amount of time she had left to come to a decision. Giving into Nanny Fine's advice now seemed like the most pointless idea ever. _Why does that surprise me? _she wondered as she quickly went through the back of her closet, hoping for a miracle in the lost-cause section.

It was just yesterday that Fran had waltzed into the office in her usual street hooker attire: a red mini-skirt and fitted top that left little to the imagination complete with the ever-present stiletto heels. C.C. glanced up from her paperwork to watch the repetitive yet always satisfying show of Maxwell fending off the Nanny's not-so-subtle advances and telling her he'd love to spend time with her but was currently in the middle of very important negotiations with a prospective lead actress in his new play and could not be interrupted. The blonde noticed the genuine look of remorse on his face paired with desire as he took in the pair of legs right in his face as his Nanny was yet again perched on his desk. She smirked and returned to her paperwork. _He's getting weak, maybe he'll actually give in soon._

Fran pouted and hopped off his desk dejectedly, making her way towards the door and then the producer's sexy British accent stopped the clanking of her heels.

"Miss Fine," Maxwell began, staying put in his chair but staring straight at the brunette. He slowly took off his glasses and continued almost shyly, "You do look very beautiful today."

As the Nanny let out her version of a giggle that sounded more to C.C. like a broken car engine, the socialite couldn't help but voice her thoughts on the matter. "Yes, I hear pleather and plastic is in this season," she dryly spoke without glancing away from her work.

"Well at least I experiment and don't wear the same old boring styles every day! If I had your money I'd spring for a little variety" Fran countered back bravely, knowing her dating life, shopping addiction, and even to a degree her intelligence could be criticized rightfully but never—NEVER—her fashion sense.

C.C. looked down at her conservative grey pantsuit coupled with what she thought was a very festive deep blue scarf. "I'll have you know this is vintage, and if you had my money I'd hope you'd also spring for some voice lessons," she haughtily responded.

"Oh yes _vintage_, well I hope you haven't been put off from the outfits I wear that happen to be from this century," Fran spoke while walking towards the door, both proud of coming up with a comeback so quickly and a little bit terrified of what the repercussions could be.

But the socialite merely ignored her and went back to work, apparently bored with the conversation and immersed in her work again, so Fran left and went to the kitchen for a well-deserved snack. C.C. thought about the nanny's words after she departed. _Is she right? Do I dress too boringly? Too old-fashioned? Of course not, I'm a business-woman I can't go prancing around in skin-tight dresses. I have a reputation! _

Yet the words stuck with her and so now here she was trying to find something exciting or at least more modern than her usual attire. Just as she was about to give up she found a bright yellow sundress adorned with white polka-dots. She had bought it a few years ago while on vacation but never got around to wearing it. Sliding it over her body, she was relieved that it still fit, and standing in front of her mirror she realized it actually looked good, complementing her curves and going well with her blonde locks. _Well this is it I guess. Will Niles think of me as a desperate old maid in this though? _She huffed while exiting her penthouse._ What do I care what he thinks?_ It was a loaded question she knew because she was still trying to come to terms with whatever was going on between her and the handsome butler. Sometimes in their rare moments alone she thought she detected an almost playful tone in his barbs, and a softness in his eyes that only came out when they were together. But it was impossible and the two of them would never work out, she surmised, and it wasn't like he was actively pursuing her so there was no need to obsess over the idea at the moment.

Still, a nervous chill ran down her spine as she approached the mansion and she couldn't help but feel a little self-conscious as she waited for Niles to open the door. She knew bantering and insults were just part of their sick and twisted friendship that at times bounced into relationship territory, but for some reason she didn't want him to think she looked utterly ridiculous in her ensemble. And it killed her to admit it but there it was.

Her concerns were interrupted with the man she'd been thinking about opened the door and immediately noticed how uncomfortably she stood while uttering her usually cheerful but this time more morose "Hello, hello," without looking straight into his eyes.

"Don't look so scared Babcock, I haven't figured out a way to poison you yet," he assured her with a smile while letting her in.

His words actually calmed her down a bit and she confidently stroked inside and stopped to allow him to take off her light sweater, which really she could have kept on or even taken off herself but she'd recently realized that feeling his hands run up and down her arms wasn't exactly the most repulsive feeling in the world. And this time didn't disappoint as she took in his soft yet determined touch while he skillfully removed the white sweater and hung it up in the closet.

Niles' eyes widened as he took in the beautiful dress she had on, which paired with her loose blonde locks make her look more angelic than should be possible for such a little hellion. "I didn't know such bright colors were allowed in the confines of your dark cave of a life," he finally remarked after catching his breath again.

C.C. took his backhanded compliment as a sign he liked what he saw and almost blushed before another sense overrode her ability to think properly. "What are you making, Niles it smells really good in here," she spoke while walking towards the kitchen, too intrigued to even mask how impressed she was with a rude comment.

"Oh I'm trying something new for lunch, it's duck a'lorange, my mother used to make it and I thought I'd try it out on my favorite guinea pig," he smiled at her obvious approval and proceeded to cut up a little piece for her to try. She didn't think twice before opening her mouth and allowing him to bring the fork to her slowly and a little seductively in her opinion. The emotions it stirred only magnified once she bit down and actually tasted the delicious food.

Niles watched her take all the flavors in with her eyes closed and wished she didn't have to look so unintentionally sexy while she ate and even quietly moaned in appreciation. _Is she trying to give me another heart attack?_

After swallowing the bite, C.C. re-opened her eyes and spoke fervently, almost in the same tone as when she finds an undiscovered talent in the pool of terrible actors that audition for her plays. "Niles, you have really out-done yourself, this is absolutely amazing!" she grabbed his arm and slightly squeezed as she went on, hoping to assure him of her honesty. "This is even better than the duck at Angelique's, how did you accomplish that? Did you eat there and resurrect the recipe from memory of the taste?" she asked, referring to one of the most prestigious French restaurants in New York.

Niles shrugged off her arm at the words however and looked down almost embarrassed. "Believe it or not, for us mere patrons who are not part of the social elite, the waiting list at Angelique's is actually very long so no, I have not gotten in yet," he replied more bitterly than he knew was necessary. It wasn't her fault she was rich and connected.

C.C. turned back at the words and realized they could have come off as a little insensitive. _God I always screw things up. _"I know the owner I can get you a table tonight if you want," she offered impulsively.

"Right, like I can get a date by tonight, good one Babs," Niles tried to figure out what her angle was on this, knowing her intentions can't be anything but evil.

_Not everything is a game _she wanted to shout but understood his caution. It wasn't like they were normal friends who offered each other favors without a hidden agenda. But then again wasn't it clear that underneath all that the two of them had been tip-toeing around . . . well around _something_ for a while? Running her hands along her hair, she decided to take the direct route. "I could throw you a bone," she offered in what she hoped was an off-hand manner.

"I'm sure you could, you have a whole stockpile buried in the backyard right?" the butler couldn't resist the set-up, although his grin betrayed how happy he was at her suggestion.

C.C. rolled her eyes at his response and grew a little annoyed at wanting someone who clearly wasn't willing to move forward in their stagnant relationship. _Wanting? I want him now?_ She inwardly groaned at the familiar feelings of confusion that arose when Niles was involved.

"Well now I wouldn't go if you begged me," she spoke with what she hoped was authority.

"If you're the dog in this scenario, shouldn't you be the one begging me?" Niles smiled wider at her attitude, realizing that maybe she was finally ready to try advancing their relationship to something more romantic. He'd wanted this for a while but knew it wouldn't work until she was in the same mind-set. And now . . . she was standing before him in a golden dress and seemingly asking him out. Signs were pointing in the right direction.

"A Babcock begging a butler? That's rich."

"Don't knock it 'til you've tried it," Niles winked.

"Trust me, if I wanted it I wouldn't have to beg you for it," C.C. purred and knew it was pointless trying to convince herself that was true. She would stand in this kitchen and beg him to give this a try if that's what it took. Although she really hoped she didn't have to do that.

Maxwell's booming voice broke up their escalating conversation. "C.C. is that you I hear? Will you stop pestering Niles and come get some work done!"

The two blondes almost desperately locked eyes once more, and C.C. realized she'd have to put this off until later. "Well duty calls," she spoke but didn't yet move, too lost in his blue eyes to take a step.

"Yes, you best be heading to the office," Niles agreed almost regrettably, waiting for his perfect moment to arrive. He saw it when she broke eye contact and started walking out of the kitchen.

C.C. stopped when she felt his hand grabbing hers and stared in amazement as he brought it up to his lips and softly kissed her knuckles. Fighting the urge to whimper, she merely stared blankly back at him.

"Tonight," Niles said. It wasn't a question, but an assertion. Tonight they would have dinner together and begin the first stage of what would surely be a strange couple-dom. Yet it didn't seem so strange to either of them at that moment. It seemed long over-due and heavily anticipated. But definitely not strange.

"Tonight," C.C. confirmed softly with a small smile. They were finally both ready and nothing was going to get in their way. She begrudgingly took her hand back and practically floated into the office, so high on this new revelation that she didn't even care how silly she might have looked just mindlessly heading towards the green couch and almost missing it altogether as she sat down.

"C.C. are you alright?" Maxwell asked with concern over her actions.

"I'm great," she dreamily answered with a smile.

Maxwell curiously wondered about her behavior but was too distracted with her attire to interrogate her just yet. "You certainly look great," he commented, surveying her flowing yellow dress and long legs that are usually hidden from his view with approval.

His rare compliment broke her reverie and she saw the appreciation in his eyes. _Jeez what is it about this dress?_ "Thank you," she replied quietly, and started gathering her paperwork from her briefcase for the day.

He continued to watch her movements and realized that while she didn't exactly evoke the passion inside him that Fran did just with a single look, C.C., with her cutthroat business attitude that suddenly became replaced with an elegance and grace in important social settings, her dry humor and seemingly inherent intelligence, and this new-found ability to wear a dress so completely opposite from her strict style combined with her airy attitude just added to the appeal.

Maxwell began to wonder if maybe he'd been blindly ignoring what was literally right in front of him for years. No, she wasn't Fran. She didn't have Fran's natural ability to make total strangers comfortable around her, or Fran's innocent urge to get involved in everyone's business and make their lives that much better, or even Fran's poofy hair and nasal laugh. _But she has her own things going for her_, Maxwell mused, and suddenly wanted to explore more of those qualities.

"C.C., are you free for dinner tonight?" the producer wasted no more time in the matter. Besides she wasn't his children's nanny. He didn't have to tread waters with her for fear of hurting his children or . . . himself. This was C.C., his friend and his business-partner. He was comfortable with her. Maybe all that potential heart-ache with Fran can be avoided. Of course it wouldn't be the same as he imagined things would be with Fran, but he reasoned that maybe he's been wanting all the wrong things.

C.C. jerked her head up at his words. "Why, is Linda Parker holding out on you in those negotiations and you think a face-to-face approach would be best? She is such a conniving little brat thinking she can squeeze more than a dime out of our original offer-

"Actually no," Maxwell interrupted her from what he knew would turn out to be a long spiel. _Spiel. Look at me using Yiddish. Fran would be so proud _he thought with a smile before clearing his throat and continuing, thinking it best to get up from his chair and approach her more personally for what he was about to ask.

Sensing the deeper mood, C.C. stood as well and met him halfway in the office.

Meanwhile, unbeknownst to the producers, Niles was in the kitchen actively listening in on their conversation from the intercom, growing concerned that his plans for the night with C.C. were possibly in jeopardy thanks to his buffoon of a boss.

Back in the office Maxwell grasped C.C's hands with his own and smiled at her shock. "I was hoping you would accompany me for dinner tonight, just the two of us. No business," he finished, making his intentions clear.

Niles and C.C.'s jaws both nearly dropped at the words. Niles could not believe the man would have the nerve asking his woman out on a date when he knew how he felt about her! _Well she's not exactly my woman_, he reasoned. _And he doesn't exactly know how I feel about her. Neither does she. Neither do I, really_. Panic began to set in and Niles contemplated bursting through the office doors right then and claiming C.C. as his. But he knew that would likely only scare off the woman he'd been so careful not to push too hard too fast. Oh and he might get fired, but that was an aside thought_. Plus this is a good way to find out how C.C. really feels about Maxwell_, he realized with a bit of jealousy. _But do I really want to know? _

C.C. was going through turmoil of her own. The man she thought she'd wanted for so many years finally asks her out, and it's after she's already made a date with the man she's supposedly hated for years. _Why didn't I wear this dress sooner?_ was her most rational thought at the moment. She stared into his kind and unassuming eyes and knew that if he would have asked her yesterday she would have said yes. It probably wouldn't have worked out and she certainly wouldn't be as excited as she just was a moment ago at the idea of finally going out with Niles, but it would have been worth it.

She was glad he waited until now, knowing he probably saved them both from an awkward work situation, especially considering the people they really want also happen to work in the house.

"Maxwell I have plans tonight, I'm sorry," she squeezed his hands with her own before releasing them and setting hers at her sides.

"Oh," He tilted his head to the side in surprise and rubbed his temple briefly before speaking again. "I don't remember you making any plans with potential backers. Did you want me to come with you and maybe we can have drinks afterwards?"

C.C. shook her head and smiled a little painfully, knowing she wasn't the best at handling sensitive situations and hoping she'd be able to express herself eloquently without hurting her partner. "My plans aren't with backers, Maxwell. I have . . . a date. I'm sort of seeing someone now," she confirmed both to him and herself, her smile unwittingly growing larger.

Astounded at her words, Maxwell immediately retreated and took a few steps back, laughing at the irony. _Of course it takes me years to notice she exists as possibly something more and the day I make a move she's suddenly seeing somebody, and apparently in love judging by her dazed smile. _He knew it was probably for the better though, in hindsight realizing he couldn't even ask the woman to dinner without Fran invading his thoughts. It would be fun, maybe even reminiscent of his days with Sara, but it wouldn't be Sara. And it wouldn't be Fran.

Noticing C.C. was still standing there looking a little concerned for his well-being, Maxwell put her at ease. "I'm terribly sorry C.C., I had no idea. Who's the lucky man?" he asked with genuine interest, shoving his hands in his pockets casually.

While she was relieved at Maxwell's understanding and support, she felt more than a little uncomfortable suddenly outing the relationship she had just begun not ten minutes ago. Sensing her reluctance, the Brit grabbed her arms platonically this time and smiled. "Come on C.C., it's me," he reassured her.

His words reminded her of their long-standing friendship and she knew she couldn't keep this from him. And she kind of wanted to talk about it too, everything was so new and she could barely contain herself as it was. "It's Niles," she said simply, hoping he wouldn't be angry.

"Niles . . . my butler?"

"Yes."

Now more confused than ever, Maxwell roughly dropped his arms from hers. "I thought you two hated each other."

"Well so did I," C.C. answered flatly. "But things changed, and we're going to Angelique's tonight. And I'm going to actively try not to screw things up," the smile returned, and this time C.C. had no urge to fight it.

Maxwell saw her excitement and chuckled slightly. "You really like him don't you?" he asked teasingly.

"It's still new but . . . I think I might love him," C.C. admitted seriously, looking almost terrified at the idea.

Max laughed at her fear. "I hope things work out for you two, both of you deserve nothing but happiness."

She took in his honest smile and returned it with one of her own. "Thank you, Maxwell. I want you to be happy too. So let Fran out of her suspense already and ask her out, alright?" she said with a smirk but her tone was serious.

He took in her words and knew she was right. "I think I will," he said with a wink. "Now get out of here you have a date to prepare for and I'm sure you won't get any work done here with this on your mind all day. I need you back in form tomorrow though to deal with those Parker negotiations, I'm afraid your intuition was correct."

Overjoyed at his suggestion, C.C. quickly hugged Maxwell and promised she'd be back to her merciless ways tomorrow. "She will rue the day she messed with C.C. Babcock!" she exclaimed before leaving the office and heading towards the foyer to retrieve her sweater.

Out of the corner of her eye she saw Niles dusting the piano and paused for a moment and watched him, observing how handsome he looked in his light blue shirt and black tie. And wondering what he looked like underneath them.

"If you're looking for your broom I've already tossed it out; you're going to have to walk home or find a taxi," he spoke with a grin, heading towards her and grabbing her sweater out of the closet. Snatching it out of his hands playfully she laughed at his bemused expression.

"I'm leaving," she announced with a smile. "Pick me up at 8?" she asked with a hint of trepidation, still not fully confident that he wasn't planning on using their date as battleground for some master prank.

"Seven, we'll have drinks," he smoothly reassured her.

Once again that pesky smile returned and C.C. welcomed it this time, feeling happier than ever. "Seven it is then. Goodbye," she squeezed his hand and made for her exit, but once again he stopped her, pulling her back towards him and pressing his lips firmly against hers, enjoying the feel of her melting underneath his touch and then passionately responding once she got over the shock of his actions. He pulled her closer to him and she wrapped his arms around his neck, both unwilling to break contact until absolutely necessary. When finally they slowly parted, Niles smoothed her golden hair and smiled endearingly.

"I think I might love you too," he said softly.

Her eyebrows rose at his confession but then she realized how he must have found out. "Finally your eavesdropping goes to good use," she said with a cackle. Loving seeing her so happy and carefree he embraced her once again and the two stayed that way for a while.

The End


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